UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549




                                   FORM 10-QSB
              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
                           THE SECURITIES ACT OF 1933

                    FOR THE QUARTER ENDED SEPTEMBER 30, 2004

                           COMMISSION FILE NO. 0-21991




                                 MEDIAWORX, INC.
                 (Name of small business issuer in its charter)


          WYOMING                      2750                       98-0152226
(State or other Jurisdiction    (Primary Standard              (I.R.S. Employer
 of Incorporation or             Industrial Classification      Identification
 Organization)                   Code Number)                   No.)



                       1895 PRESTON WHITE DRIVE, SUITE 250
                             RESTON, VIRGINIA 20191
                                 (703) 860-6580

(Address and telephone number of principal executive offices and principal place
of business)



Securities registered under Section 12(b) of the Exchange Act: None

Securities  registered  under Section  12(g)of the Exchange  Act:  Common Stock,
$.005 par value

Check  whether  the filed all  documents  and  reports  required  to be filed by
Section  12,  13 or 15  (d)  of the  Exchange  Act  after  the  distribution  of
securities under a plan confirmed by a court. Yes [X] or [ ]

As of November 12, 2004, there were 30,348,404 shares of the Registrant's Common
Stock, par value $0.005, issued and outstanding.

Transitional Small Business Disclosure Format (check one).  Yes [  ] No [X]


<PAGE>



                                 MEDIAWORX, INC.
                          FORM 10-QSB QUARTERLY REPORT

                                TABLE OF CONTENTS


PART I: FINANCIAL INFORMATION

     ITEM 1:  CONSOLIDATED INCOME STATEMENTS

           Consolidated Balance Sheets.......................................F-2

           Consolidated Statements of Income.................................F-4

           Consolidated Statements of Stockholders' Equity (Deficit) ........F-5

           Consolidated Statements of Cash Flows  ...........................F-9

           Notes to Consolidated Financial Statements ......................F-11
..

     ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS


PART II: OTHER INFORMATION




<PAGE>


                                 MEDIAWORX, INC.
                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)


                                                   September 30,    December 31,
ASSETS:                                                 2004            2002
-------                                            -----------      -----------


CURRENT ASSETS
     Cash and Cash Equivalents                     $      --        $   101,807
     Accounts Receivable                               424,707           35,513
     Inventory                                           6,058             --
     Prepaid Expenses                                   10,645              793
     Other Receivables                               7,377,087             --
                                                   -----------      -----------
          Total Current Assets                       7,818,497          138,113

                                                   -----------      -----------

FIXED ASSETS
     Furniture, Fixtures, and Equipment                 20,415            7,362
     Software                                           25,968           12,045
     Less Accumulated Depreciation .                   (11,109)          (1,200)
                                                   -----------      -----------
          Net Fixed Assets                              35,274           18,207
                                                   -----------      -----------

OTHER ASSETS
     Notes Receivable - Related Party                   62,385           59,171
                                                   -----------      -----------
          Total Other Assets                            62,385           59,171
                                                   -----------      -----------

TOTAL ASSETS                                       $ 7,916,156      $   215,491
                                                   ===========      ===========





                                      F-2

<PAGE>

<TABLE>

<CAPTION>

                                 MEDIAWORX, INC.
                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)
                                   (Continued)


                                                            September 30,  December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY:                           2004           2003
------------------------------------                        -----------    -----------
<S>                                                         <C>            <C>

CURRENT LIABILITIES
     Accounts Payable                                       $   279,574    $    41,373
     Factoring Line Payable                                     204,825           --
     Bank Overdraft                                              12,638           --
     Accrued Expenses                                            77,140         40,369
     Accrued Interest                                            33,514         23,408
     Notes Payable - Related party                              375,000        275,000
     Short Term Notes Payable                                   100,000        100,000
     Current Portion Long Term Note Payable                     148,956           --
                                                            -----------    -----------
          Total Current Liabilities                           1,231,647        480,150
                                                            -----------    -----------

NON-CURRENT LIABILITIES
     Convertible Debenture                                      240,000           --
     Long Term Note Payable                                     446,867        544,333
                                                            -----------    -----------
          Total Long Term Liabilities                           686,867        544,333
                                                            -----------    -----------

TOTAL LIABILITIES                                             1,918,514      1,024,483
                                                            -----------    -----------
STOCKHOLDERS' EQUITY (DEFICIT)

     Preferred Stock - 10% Cumulative, $.10 par value,
         4,000,000 Authorized; 0 and 3,500,000 Issued and
         Outstanding at September 30, 2004 and
         December 31, 2003                                         --          350,000
    Common Stock - $.005 par value, 150,000,000
         Authorized, 30,098,404 and 6,819,259 Issued and
         Outstanding at September 30, 2004 and
         December 31, 2003                                      150,492         34,097
    Common Stock to be Issued, 250,000 and 250,000                1,250          1,250
     Paid in Capital                                          9,044,564        763,136
    Accumulated Deficit                                      (3,198,664)    (1,957,475)
                                                            -----------    -----------
          Total Stockholders' Equity (Deficit)                5,997,642       (808,992)
                                                            -----------    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $ 7,916,156    $   215,491
                                                            ===========    ===========
</TABLE>



                 See accompanying notes to financial statements.

                                      F-3
<PAGE>


<TABLE>

<CAPTION>

                                 MEDIAWORX, INC.
                        CONSOLIDATED STATEMENT OF INCOME
                                   (UNAUDITED)


                                 For the Three Months Ended    For the Nine Months Ended
                                        September 30,                 September 30,
                                    2004            2003           2004           2003
                                 -----------    -----------    -----------    -----------
<S>                              <C>            <C>            <C>            <C>


Revenue                          $   666,711    $    69,415    $   990,938    $    69,415

Cost of Revenues                     251,290         52,276        502,705         52,276

Operating Expenses
  Selling and Marketing              289,189         36,021        591,190         36,021
  Printing Services                   21,751         21,758         66,589         21,578
  General and Administrative         204,002        164,108        583,143        213,198
                                 -----------    -----------    -----------    -----------
  Total Operating Expenses           514,942        221,707      1,240,922        270,797
                                 -----------    -----------    -----------    -----------

Operating Income (Loss)              (99,521)      (204,568)      (752,689)      (253,658)
                                 -----------    -----------    -----------    -----------
Other Income (Expense)
  Miscellaneous Income                  --             --             --            8,745
  Finance Fees                       (40,000)      (293,250)          --
  Interest Income (Expense)          (25,860)       (24,353)      (195,250)       (45,524)
  Permanent Impairment of
     Marketable Securities              --             --             --          (14,331)
  Gain on Forgiveness of Debt           --             --             --          947,637
  Write-down of Investment              --       (1,190,583)          --       (1,190,583)
  Total Other Income (Expense)       (65,860)    (1,214,936)      (488,500)      (294,056)
                                 -----------    -----------    -----------    -----------
Net Income (Loss)                $  (165,381)   $(1,419,504)   $(1,241,189)   $  (547,714)
                                 ===========    ===========    ===========    ===========
Basic Earnings Per Shares        $     (0.01)   $     (0.25)   $     (0.08)   $     (0.27)
                                 ===========    ===========    ===========    ===========
Diluted Earnings Per Share       $     (0.01)   $     (0.06)   $     (0.08)   $     (0.07)
                                 ===========    ===========    ===========    ===========

</TABLE>





                 See accompanying notes to financial statements



                                      F-4
<PAGE>

<TABLE>

<CAPTION>

                                 MEDIAWORX, INC.
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                   (UNAUDITED)
                                   -----------

                                                                                                           Accumulated   Retained
                                     Preferred Stock                Common Stock               Paid in      Comp.       Earnings/
                                  Shares      Par Value    Shares   To be Issued  Par Value    Capital      Income      (Deficit)
                               ---------      ---------  ---------  ------------  ---------   ---------    -----------  -----------
<S>                                                                              <C>          <C>          <C>          <C>

Balance at December 31, 2002        --     $      --       214,306         --    $     1,072  $   106,081  $     2,500  $(1,120,356)

Issuance of Stock for Services
   June 17, 2003                    --            --        10,000         --             50       19,950         --           --

Issuance of Stock for Services
   June 30, 2003                    --            --       800,000         --          4,000       12,000         --           --

Issuance of Shares in
   Connection with MediaWorx
   Merger, July 1, 2003        3,500,000       350,000   4,000,000        1,250       20,000         --           --           --

Shares Issued For Cash
    July 31, 2003                   --            --       263,016                     1,315       87,987         --           --

Shares Issued For Cash
    August 15, 2003                 --            --       160,647                       803       62,746         --           --

Shares Issued For Cash
    September 2, 2003               --            --       398,318                     1,992      145,916         --           --

Shares Issued For Cash
    September 17, 2003              --            --       288,323                     1,441      100,811         --           --

Shares Issued For Cash
    October 3, 2003                 --            --        73,296                       366       24,371         --           --

    October 15, 2003                --            --        69,298                       347       23,041         --           --

</TABLE>



                                      F-5
<PAGE>



<TABLE>

<CAPTION>


                                 MEDIAWORX, INC.
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                   (UNAUDITED)
                                   -----------
                                   (Continued)

                                                                                                             Accumulated   Retained
                                Preferred Stock                    Common Stock                 Paid in       Comp.        Earnings/
                             Shares     Par Value       Shares     To be Issued   Par Value     Capital       Income       (Deficit)
                          -----------  -----------   -----------   ------------  -----------   -----------   -----------  ---------
<S>                                                                              <C>           <C>           <C>          <C>

Shares Issued for Cash
    November 1, 2003             --    $      --         192,309   $      --     $       962   $    63,942   $      --     $   --

Shares Issued for Cash
    November 18, 2003            --           --         105,572          --             528        35,103          --         --

Shares Issued for Cash
    December 1, 2003             --           --         113,868          --             569        37,861          --         --

Shares Issued for Cash
    December 15, 2003            --           --         130,306          --             652        43,327          --         --

Other Comprehensive Loss                                                                                        (2,500)
Net Loss
                                                                                                                           (837,119)
                          -----------  -----------   -----------   -----------   -----------   -----------   -----------  ---------

Balance December 31, 2003   3,500,000      350,000     6,819,259         1,250        34,097       763,136          --   (1,957,475)

Shares Issued For Cash
     January 7, 2004             --           --         173,520          --             867        57,695          --         --

Shares Issued For Cash
     January 19, 2004            --           --         139,601          --             698        46,417          --         --

Shares Issued For Cash
     February 5, 2004            --           --         207,309          --           1,037        68,930          --         --

Shares Issued For Cash
     February 28, 2004           --           --         150,452          --             752        50,026          --         --

Shares Issued for Cash
     March 1, 2004                                         8,000                          40         3,543

</TABLE>


                                     F-6
<PAGE>


<TABLE>

<CAPTION>


                                 MEDIAWORX, INC.
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                   (UNAUDITED)
                                   -----------
                                   (Continued)

                                                                                                             Accumulated  Retained
                                    Preferred Stock                   Common Stock              Paid in       Comp.       Earnings/
                                 Shares      Par Value      Shares    To be Issued  Par Value   Capital       Income      (Deficit)
                               -----------  -----------  -----------  ------------  ---------   ----------   --------   -----------
<S>                                                                                 <C>         <C>          <C>        <C>
Shares Issued for Cash
    March 2, 2004                     --    $      --        207,309        --      $   1,037   $   68,930   $   --     $      --

Shares Issued for Cash
    March 15, 2004                    --           --         28,290        --            141        9,407       --            --

Shares Issued for Cash
    April 1, 2004                                            144,215                      721       47,951

Shares Issued for Cash
    April 15, 2004                                             6,563                       33        2,182

Warrants Issued April 30, 2004                                                                     126,000

Shares Issued for Cash
    May 10, 2004                                              20,625                      103        6,858

Shares Issued for Cash
    June 9, 2004                                              15,471                       77        5,144

Preferred Stock Converted into
Common Shares June 10, 2004     (3,500,000)    (350,000)  17,500,000                   87,500      262,500

Shares Issued for Finance Fees
    June 30, 2004                                              4,762                       24        9,977

Net Loss                                                                                                                 (1,075,808)
                               -----------  -----------  -----------  -----------   ---------   ----------   --------   -----------
Balance at June 30, 2004
(Unaudited)                           --    $      --     25,425,376  $     1,250   $ 127,127   $1,534,550   $   --     $(3,033,283)
                               ===========  ===========  ===========  ===========   =========   ==========   ========   ===========
</TABLE>


                 See accompanying notes to financial statements.
                                      F-7


<PAGE>

<TABLE>

<CAPTION>

                        MEDIAWORX, INC.
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                   (UNAUDITED)
                                   (Continued)
                                                                                                            Accumulated   Retained
                                    Preferred Stock                    Common Stock                Paid in      Comp.     Earnings/
                                 Shares        Par Value      Shares   To be Issued  Par Value     Capital    Income      (Deficit)
<S>                              <C>         <C>              <C>        <C>         <C>         <C>          <C>         <C>

Shares Issued for Cash
    July 1, 2004                       --    $      --         18,733         --    $        94  $     6,218  $    --   $      --

Shares Issued in Connection with
Investment Contract
    July 1, 2004                       --           --        850,000        4,250    2,333,250         --                     --

Shares Issued For Cash
    July 16, 2004                      --           --        750,000        3,750      146,250         --                     --

Shares Issued in Connection With
Investment Contract
    September 10, 2004            3,054,295       15,271    5,024,296

Net Loss                               --           --           --           --           --           --         --    (1,241,189)
                                -----------  -----------  -----------  -----------  -----------  -----------  --------- -----------

Balance at September 30, 2004
(Unaudited)                            --    $      --     30,098,404  $     1,250  $   150,492  $ 9,044,564  $    --   $(3,198,664)
                                ===========  ===========  ===========  ===========  ===========  ===========  ========= ===========

</TABLE>




                 See accompanying notes to financial statements

                                      F-8
<PAGE>

<TABLE>

<CAPTION>

                                 MEDIAWORX, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)


                                                             For the Nine Months Ended
                                                                  September 30,
                                                                2004            2003
                                                             -----------    -----------
<S>                                                          <C>            <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)                                            $(1,241,189)   $   547,714

  Adjustments to Reconcile Net Income to Net Cash Provided
  by Operating Activities:
       Depreciation                                                9,909            324
       Gain on Forgiveness of Debt                                  --         (947,637)
       Grant of Stock Based Compensation                            --           36,000
        Stock Issued for Payment of Expenses                      10,001           --
        Stock Issued for Investment                            7,377,087
        Permanent Impairment of Marketable Securities               --           14,331
        Write-Down of Investment                                    --        1,190,583

   Change in Operating Assets and Liabilities:
      (Increase) Decrease in Accounts Receivable                (389,194)       (37,126)
      (Increase) Decrease in Inventory (6,058)
      (Increase) Decrease in Prepaid Expenses                     (9,861)        (3,778)
      (Increase) Decrease in Related Party Receivable             (3,214)       (40,776)
      (Increase) Decrease in Other Receivables                (7,377,087)          --
      Increase (Decrease) in Accounts Payable                    238,201         19,653
      Increase (Decrease) in Factoring Line Payable              204,825           --
      Increase (Decrease) in Accrued Payroll & Taxes              36,771         51,938
      Increase (Decrease) in Bank Overdraft                       12,638           --
      Increase (Decrease) in Accrued Interest                     10,106         28,118
                                                             -----------    -----------
    Net Cash Used in Operating Activities                     (1,127,065)      (236,084)
                                                             -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES
     Short Term Loan to Related Party                               --            5,331
     Purchase of Marketable Securities                              --           (5,331)
     Purchase of Property and Equipment                          (13,053)          --
     Purchase of Software                                        (13,923)       (10,048)
                                                             -----------    -----------
    Net Cash Used in Investing Activities                        (26,976)       (10,048)
                                                             -----------    -----------

</TABLE>



                                      F-9
<PAGE>

<TABLE>

<CAPTION>

                                 MEDIAWORX, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)
                                   (Continued)


                                                          For the Nine Months Ended
                                                                September 30,
                                                               2004           2003
<S>                                                       <C>              <C>

CASH FLOWS FROM FINANCING ACTIVITIES
    Issuance of Convertible Debenture                       $   245,854           --
    Warrants Issued in Connection with Debt Restructuring       126,000           --
    Restructuring of Debt                                        51,490           --
    Proceeds from Related Party                                 100,000           --
    Proceeds from Sale of Common Stock                          528,890        403,011
                                                            -----------    -----------

         Net Cash Used in Financing Activities                1,052,234        403,011
                                                            -----------    -----------
Net (Decrease) Increase in Cash and Cash Equivalents           (101,807)       156,879
Cash and Cash Equivalents at Beginning of Period                101,807         10,759
                                                            -----------    -----------
Cash and Cash Equivalents at End of Period                  $         0    $   167,638
                                                            ===========    ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
  Interest                                                  $      --      $      --
  Franchise and income taxes                                $       110    $      --

</TABLE>


SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
During the three months ended June 30, 2003,  accrued  interest and note payable
of $105,565 and  $840,939  respectively,  were  forgiven as well as a payable of
$1,133.











                 See accompanying notes to financial statements


                                      F-10
<PAGE>


                                 MEDIAWORX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------

This summary of accounting  policies for MediaWorx,  Inc. is presented to assist
in understanding the Company's  financial  statements.  The accounting  policies
conform to generally accepted  accounting  principles and have been consistently
applied in the preparation of the financial statements.

Interim Reporting
-----------------

The  unaudited  financial  statements as of September 30, 2004 and for the three
and nine month period then ended, in the opinion of management,  all adjustments
(which include only normal recurring  adjustments) necessary to fairly state the
financial  position  and results of  operations  for the three and nine  months.
Operating  results for interim  periods are not  necessarily  indicative  of the
results which can be expected for full years.

Organization and Basis of Presentation
--------------------------------------

The  Company  was  incorporated  under the laws of the State of  Wyoming in 1963
under the name MacTay  Investment  Co. The Company  changed its name to Advanced
Gaming  Technology,  Inc. in 1991. In June 2002,  the Company ceased its primary
operating  activities,  developing  and marketing  technology for the casino and
hospitality industry.

On July 1, 2003, the Company  completed a reverse  triangular  merger  involving
Advanced  Capital  Services,  LLC,  a  Nevada  limited  liability  company,  The
MediaWorx,  Inc. a wholly owned  subsidiary of Solar  Satellite  Communications,
Inc. and the Company and it's newly formed  wholly  owned  subsidiary  MediaWorx
Acquisition  Company,  LLC. As a result of the merger the Company  acquired  the
assets of The MediaWorx,  Inc., which consisted primarily of a business plan and
the people involved in the management and procurement of print,  packaging,  and
cross-media  services  and changed its name to  MediaWorx,  Inc.  See Note 8 for
detailed description of merger.

Nature of Operations
--------------------

MediaWorx, Inc. is a media production and management business. The services that
the Company  provides  include  print,  audio/video,  digital asset  management,
graphic  design,  production  and  fulfillment  for  traditional  and  web-based
marketing  and  communications  products and  services.  MediaWorx  provides the
Company's  sales  representatives  with the  support  and  leverage  of a strong
customer service culture, in-house pre-press capabilities, e-business solutions,
and a base of  production  partners  that  can  fulfill  the  complexity  of any
Customer order. The Company is a virtual media and printing  company- it neither
owns nor has its capital  tied up in printing  equipment or  facilities  but has
access to an established network of the most capable,  technologically  advanced
printers and production houses.


                                      F-11
<PAGE>

                                 MEDIAWORX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
--------------------------------------------------------------------------------

Use of Estimates
----------------

The financial  statements are prepared in conformity with accounting  principles
generally  accepted in the United States of America.  In preparing the financial
statements, management is required to make estimates and assumptions that effect
the reported  amounts of assets and  liabilities  and  disclosure  of contingent
assets and  liabilities  as of the date of the balance  sheet and  statement  of
operations  for the year then  ended.  Actual  results  may  differ  from  these
estimates.  Estimates  are used when  accounting  for  allowance  for bad debts,
collectibility  of  accounts  receivable,  amounts  due to  services  providers,
depreciation, and litigation contingencies, among others.

Principals of Consolidation
---------------------------

The consolidated financial statements include the accounts of MediaWorx, Inc and
its wholly owned subsidiary MediaWorx Company, LLC. All significant intercompany
accounts and transactions have been eliminated.

Cash Equivalents
----------------

For the purpose of reporting cash flows, the Company considers all highly liquid
debt  instruments  purchased  with  maturity of three  months or less to be cash
equivalents to the extent the funds are not being held for investment purposes.

Concentration of Credit Risk
----------------------------

The Company has no significant  off-balance-sheet  concentrations of credit risk
such as foreign exchange  contracts,  options contracts or other foreign hedging
arrangements.

Revenue Recognition
-------------------

The  Company's  revenues  are derived from  customized  printing and cross media
services.  Revenue is recognized when earned as the services are provided or the
product is delivered in  accordance  with the  underlying  purchase  order.  The
Company  recognizes  gross revenues under the provision of Emerging  Issues Task
Force (EITF) Issue No. 99-19 "Recording Revenue Gross as Principal vs. Net as an
Agent".  The Company acts as the principal,  takes title to the products and has
the risk and rewards of  ownership.  When the Company  generates  revenue  while
acting as an agent or broker, it records the revenue on a net basis.



                                      F-12
<PAGE>

<TABLE>

                                 MEDIAWORX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
--------------------------------------------------------------------------------

Sale of Receivables
-------------------

Effective May 21, 2004, the Company sells the majority of receivables to a third
party for  collection.  As of September 30, 2004,  the Company sold  receivables
with a carrying value of $416,800,  in which the Company paid $7,596 in fees for
the three months ended September 30, 2004.

Property and Equipment
----------------------

Property  and  equipment  is stated at cost.  Depreciation  is  computed  on the
straight-line  method,  based on the  estimated  useful  lives of the  assets of
generally  three to five years.  Expenditures  for  maintenance  and repairs are
charged  to  operations  as  incurred.  Major  overhauls  and  improvements  are
capitalized  and  depreciated  over  their  useful  lives.  Upon  sale or  other
disposition  of  property  and  equipment,  the  cost  and  related  accumulated
depreciation or amortization if removed from the accounts,  and any gain or loss
is included in the determination of income or loss.

Reclassifications
-----------------

Certain  reclassifications  have been made in the 2003  financial  statements to
conform with the September 30, 2004 presentation.

Net Income (Loss) Per Common Share
----------------------------------

Basic earnings per share are computed by dividing  earnings  available to common
stockholders by the weighted average number of common shares  outstanding during
the period. Diluted earnings per share reflect per share amounts that would have
resulted if dilutive  potential common stock had been converted to common stock.
The following reconciles amounts reported in the financial statements:

                                                   For the Three Months Ended September 30,2004
                                                       Income            Shares       Per-Share
                                                      (Numerator)     (Denominator)    Amount
<S>                                                   <C>             <C>             <C>


Loss Available to Common Stockholders                  $ (165,381)     27,568,209     $  (0.01)
Effect of Dilutive Securities:
Warrants                                                     --           200,000
                                                       ----------      ----------
Loss  Available  to  Common  Stockholders  - Diluted
Earnings Per Share                                     $ (165,381)     27,768,209     $  (0.01)
                                                       ==========      ==========     ========
</TABLE>


                                      F-13
<PAGE>

<TABLE>

<CAPTION>


                                 MEDIAWORX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
--------------------------------------------------------------------------------

Net Income (Loss) Per Common Share (Continued)

                                                                     For the Three Months Ended September 30,2003
                                                                Income                   Shares                 Per-Share
                                                             (Numerator)             (Denominator)              Amount
<S>                                                      <C>                     <C>                        <C>


Income Available to Common Stockholders                          $(1,419,504)                 5,695,568              $ (0.25)
Effect of Dilutive Securities:
Warrants                                                                    -                   100,000
Convertible Preferred Stock                                                                  17,500,000
                                                         ---------------------   -----------------------
Income Available to Common Stockholders
- Diluted Earnings Per Share                                      $(1,419,504)                23,295,568               $(0.06)
                                                         =====================   =======================    ==================


                                                                     For the Nine Months Ended September 30,2004
                                                                Income                   Shares                 Per-Share
                                                             (Numerator)             (Denominator)              Amount

Loss Available to Common Stockholders                            $(1,241,189)                15,597,290              $ (0.08)
Effect of Dilutive Securities:
Warrants                                                                    -                   111,800
                                                         ---------------------   -----------------------    ------------------
Loss Available to Common Stockholders
- Diluted Earnings Per Share                                     $ (1,241,189)                15,709,090              $ (0.08)
                                                         =====================   =======================    ==================


                                                                     For the Nine Months Ended September 30, 2003
                                                                Income                   Shares                 Per-Share
                                                             (Numerator)             (Denominator)              Amount

Income Available to Common Stockholders                            $(547,714)                 2,044,837              $ (0.27)
Effect of Dilutive Securities:
Warrants                                                                    -                    35,531
Convertible Preferred Stock                                                                   5,833,333
                                                         ---------------------   ----------------------
Income Available to Common Stockholders
- Diluted Earnings Per Share                                       $(547,714)                 7,913,701               $(0.07)
                                                         =====================   =======================    ==================

</TABLE>





                                      F-14
<PAGE>


                                 MEDIAWORX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 2 - INCOME TAXES
---------------------

Deferred  income taxes  (benefits)  are provided for certain income and expenses
which are  recognized  in  different  periods  for tax and  financial  reporting
purposes.  The  Company had net  operating  loss carry  forwards  for income tax
purposes of approximately  $36,459,114,  expiring at various dates from December
31, 2015 through  December 31, 2023. A loss generated in a particular  year will
expire for federal  tax  purposes  if not  utilized  within  twenty  years.  The
Internal  Revenue  Code  contains  provisions  that  would  reduce  or limit the
availability  and  utilization  of this net  operating  loss carry  forwards  if
certain  ownership changes have been or will be taking place. In accordance with
SFAS No. 109, a valuation  allowance is provided when it is more likely than not
that all or some portion of the deferred tax asset will not be realized.  Due to
the  uncertainty  with  respect to the  ultimate  realization  of the loss carry
forwards,  the  Company  established  a valuation  allowance  for the entire net
deferred income tax asset as of December 31, 2003.

NOTE 3 - PREFERRED STOCK
------------------------

The  Company  has  authorized  4,000,000  shares at $.10 par  value  convertible
preferred  stock.  Shares of the Series A Preferred Stock are convertible at the
option  of the  holder  on a  one-for-five  basis,  subject  to  adjustment  for
dilution,  into shares of common stock.  Each share of Series A Preferred  Stock
will be automatically converted into common stock upon a sale or transfer of all
or  substantially  all of  MediaWorx's  assets  for  cash  or  securities,  or a
statutory share exchange in which stockholders of MediaWorx may participate.

Each share of Series A  Preferred  Stock has voting  rights  equal to the voting
rights of the common stock on an as if converted  basis.  Upon any  liquidation,
dissolution or winding up of MediaWorx,  whether  voluntary or involuntary,  the
holders  of record of shares of  Series A  Preferred  Stock  shall be  entitled,
before any  distribution  or payment is made upon  outstanding  shares of common
stock,  to be paid an amount  equal to the Original  Issue Price.  If, upon such
liquidation,  the  assets  to be  distributed  among  the  holders  of  Series A
Preferred Stock shall be  insufficient  to permit such payment,  then the entire
assets of MediaWorx to be so distributed shall be distributed  ratably among the
holders of Series A Preferred Stock.

On July 1, 2003,  the Company  issued  3,500,000  shares of  preferred  stock in
connection  with the merger  between  its  wholly  owned  subsidiary,  MediaWorx
Company, LLC and Advanced Capital Services, LLC.

On June 10, 2004, the 3,500,000  preferred shares were converted into 17,500,000
common  shares.  Thus as of September  30, 2004,  there are no preferred  shares
outstanding.


                                      F-15
<PAGE>


                                 MEDIAWORX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 4 - COMMON STOCK
---------------------

The Company has authorized 150,000,000 shares of $0.005 par value common stock.

On June 17, 2003,  the Company issued  1,000,000  shares of common stock (10,000
shares after  retroactive  adjustment for the 100:1 stock split described below)
to a former officer in exchange for continued  consulting  for the Company.  The
shares  were  valued at $.02 and the  Company  recorded  $20,000  of  consulting
expenses.

On June 23, 2003, the Board of Directors approved a proposal to effectuate a 100
to 1 reverse  stock split of the  Company's  outstanding  common  shares with no
effect on the par value or on the number of  authorized  shares.  As a result of
this action,  the total number of outstanding shares of common stock was reduced
from 22,430,587 to 224,306 shares.

On June 30, 2003,  the Company  issued 800,000 shares of common stock to the Law
Offices  of Henry S.  Meyer  under a legal  services  and  consulting  agreement
entered  into  February 1, 2003.  The shares were valued at $.02 and the Company
recorded $16,000 of consulting expenses.

On July 1,  2003,  the  Company  issued  4,000,000  shares  of  common  stock in
connection  with the merger  between  its  wholly  owned  subsidiary,  MediaWorx
Company, LLC and Advanced Capital Services, LLC.

Between July 31, 2003 and December 31, 2003, the Company issued 1,794,953 shares
of common stock in  connection  with a  Regulation  S offering.  The shares were
issued from $.34 to $.40 per share.

During the first quarter ended March 31, 2004, the Company issued 914,481 shares
of common stock to various  people in  connection  with a Regulation S offering.
The shares were issued from $.34 to $.45 per share.

During the second quarter ended June 30, 2004, the Company issued 186,874 shares
of common stock to various  people in  connection  with a Regulation S offering.
The shares were issued from $.33 per share to $.40 per share.

On June 10, 2004,  3,500,000  preferred  shares were converted  into  17,500,000
common  shares.  On June 30, 2004,  the Company  issued 4,762 common  shares for
finance fees of $10,000.

During the third quarter ended  September 30, 2004,  the Company  issued 768,733
shares of common  stock to various  people in  connection  with a  Regulation  S
offering. The shares were issued between $.20 and $.37 per share.

On July 1,  2004  the  Company  issued  850,000  shares  in  connection  with an
investment contract. The shares were valued at $2.75.

On September 10, 2004, the Company issued  3,054,295 common shares in connection
with a financing agreement for $1.65 per share.




                                      F-16
<PAGE>


                                 MEDIAWORX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 5 - NOTES PAYABLE
----------------------

A note  payable to SDA List  Brokers,  Inc.  (SDA),  in the amount of  $940,939,
accrued  interest  at 9%, and was due in monthly  payments  of $6,200  beginning
March 1, 2000.  On June 25, 2003, as part of the  negotiations  for the purchase
and  triangular  merger  described  in Note 1 and  Note 8 with  Advanced  Gaming
Technology, the Company received a release and cancellation of this note and the
accrued interest totaling  $1,046,504 in return for issuing a promissory note to
SDA in the amount of  $25,000,  with 2%  interest  per  annum,  and a warrant to
purchase up to 100,000 shares of common stock of the Company.  If the warrant is
not exercised by the expiration date of June 25, 2004 then the Company shall pay
SDA $75,000.  As a result of this  transaction,  debt forgiveness  income in the
amount of $946,504 was recognized during the year ended December 31, 2003. As of
September 30, 2004, the warrants were not exercised, thus the Company now owes a
total of $100,000 on the note, which is in default.

On April 30, 2004,  the Company  restructured  its  long-term  note payable with
Private  Investors  Equity  wherein  the  Company  would pay  sixteen  quarterly
installments of $46,052.40  beginning  August 30, 2004 at an interest rate of 12
percent per annum.  In connection  with this  restructuring  the Company  issued
200,000  warrants  to issue  common  stock  with an  exercise  price  of  $0.60,
exercisable  anytime  through  June 25, 2008.  Interest  expense of $126,000 was
recorded in connection with the issuance of the warrants.

Factoring Line of Credit
------------------------

In May 2004, the Company entered into an agreement with Mercantile Capital, L.P.
wherein  Mercantile Capital will purchase the majority of the Company's accounts
receivable.  Under the terms of the  agreement,  the  Company  would  receive 80
percent of the purchase  price up front and 20 percent would be held in reserves
until the receivables  are collected.  Mercantile has extended up to $500,000 of
credit.

Equity Line of Credit
---------------------

In February 2004, the Company entered into an equity line of credit with Cornell
Capital Partners, L.P. Under the terms of the agreement, the Company may sell up
to $5,000,000 of its common stock.  The sale price is 95% of the lowest  closing
bid price for the five days  immediately  following the notice date. The Company
also gave Cornell  Capital  Partners an unsecured  convertible  debenture in the
amount of  $240,000  as  compensation,  as well as 5% of any  proceeds  from the
equity line of credit.

Unsecured Convertible Debenture
-------------------------------

During February,  2004 the Company issued an unsecured  convertible debenture in
connection with the Equity Line of Credit. The $240,000 is due and payable, with
5% interest, three years from the date of issuance, unless sooner converted into
shares of common stock.  The debenture is convertible,  subject to a maximum cap
of $50,000 per day any time up to the  maturity at a  conversion  price equal to
100% of the lowest closing bid price of the common stock for the three





                                      F-17
<PAGE>


<TABLE>

<CAPTION>

                                 MEDIAWORX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 5 - NOTES PAYABLE (Continued)
----------------------------------

Unsecured Convertible Debenture (Continued)
-------------------------------------------

preceding  trading  days.  At  maturity,  the  Company has the option to pay the
principal  balance and accrued  interest in cash or convert the  debenture  into
common  shares at a price equal to 100% of the lowest  closing bid price for the
three prior trading days. The debentures  have a beneficial  conversion  feature
that  resulted  in a debt  discount  of  $5,854.  Because  the  debentures  were
convertible  at the date of  issuance  the entire debt  discount  was charged to
interest expense immediately.


As of September 30, 2004 and December 31, 2003 the following amounts are due:

                                                                  September 30,     December 31,
                                                                      2004             2003
<S>                                                               <C>               <C>

Current Note Payable - Related Party
Note Payable, Interest at 2%, payable to shareholders of Company,
due upon request                                                    $ 375,000        $ 275,000
                                                                    =========        =========


Long Term Note Payable
Convertible Debenture                                               $ 240,000        $    --

Note Payable, Interest at 12%, Due in 16 Quarterly payments of
$46,052.40, beginning August 30, 2004                                 595,823          544,333
                                                                    ---------        ---------
                                                                      835,823          544,333

Less: Current Portion                                                (148,956)            --
                                                                    ---------        ---------
          Total Long-Term Notes Payable                             $ 686,867        $ 544,333

                                                                    =========        =========
</TABLE>


NOTE 6 - COMMITMENTS AND CONTINGENCIES
--------------------------------------

The Company filed for  reorganization  under  Chapter 11 of the U.S.  Bankruptcy
Code in Las Vegas,  Nevada on August 26, 1998.  Under Chapter 11, certain claims
against the Debtor in existence  prior to the filing of the petitions for relief
under the Federal Bankruptcy Laws are stayed while the Debtor continues business
operations as Debtor-in-possession. These claims were reflected in the March 31,
1999 balance sheet as "liabilities  subject to compromise".  The bankruptcy plan
was approved June 29, 1999 and became  effective on August 19, 1999. On February
15, 2000, the  Bankruptcy  Court in the District of Las Vegas approved the final
decree of the Company closing the Chapter 11 bankruptcy case of the Company.




                                      F-18
<PAGE>


                                 MEDIAWORX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 6 - COMMITMENTS AND CONTINGENCIES (Continued)
--------------------------------------------------

The  Company  accounted  for the  reorganization  using  fresh-start  reporting.
Accordingly,   all  assets  and  liabilities  were  restated  to  reflect  their
reorganization   value,   which   approximates   fair   value  at  the  date  of
reorganization.

NOTE 7 - GOING CONCERN
----------------------

The  accompanying  financial  statements  have been prepared in conformity  with
accounting   principles   generally   accepted  in  the  United  States,   which
contemplates the Company as a going concern.  However, the Company has sustained
substantial operating losses in recent years and has used substantial amounts of
working capital in its operations.  Realization of a major portion of the assets
reflected  on  the  accompanying  balance  sheet  is  dependent  upon  continued
operations  of the Company,  which,  in turn,  is dependent  upon the  Company's
ability to meet its financing requirements and succeed in its future operations.
Management  believes that actions  presently being taken to revise the Company's
operating and financial  requirements  provide them with the opportunity for the
Company to continue as a going concern.

NOTE 8 - MERGER
---------------

On July 1,  2003,  the  Company  completed  a reverse  triangular  merger  ("the
Merger")  whereby  the  Company  acquired  the assets of a  subsidiary  of Solar
Satellite  Communication,  Inc. ("SSCI"), a print and cross-media  marketing and
management company. The Merger involved Advanced Capital Services, LLC, a Nevada
limited liability company ("ACLLC"), MediaWorx Acquisition Company, LLC, a newly
formed  Nevada  limited  liability  company and wholly owned  subsidiary  of the
Company ("MWAC"), and the Company.

ACLLC, owned by Diamond Capital LLC and Quest Capital Resources,  LLC, purchased
the assets of The MediaWorx,  Inc., a wholly owned subsidiary of Solar Satellite
Communication,  Inc., a Colorado  corporation,  for 3,000,000  ACLLC  membership
interests.  The  assets of SSCI were  primarily  the  business  plan and  people
involved in the management and procurement of print, packaging,  and cross-media
services.

On July 1, 2003, as part of the Merger,  ACLLC was merged pursuant to Nevada law
into MWAC. As a consequence of the Merger,  MWAC became the surviving entity and
continues  to be a  wholly  owned  subsidiary  of the  Company.  A  copy  of the
associated Plan of Merger was filed with a Schedule 14C Information Statement on
July 1, 2003.

In the exchange,  as described  above,  the original  members of ACLLC  received
4,000,000  of  the  Company's  common  shares  and  3,500,000  preferred  shares
convertible 1 to 5 into common shares with voting rights as if converted,  i.e.,
17,500,000 common shares,  and SSCI received 250,000 of the Company's shares. As
of December 31, 2003, the 250,000 common shares have not been issued to SSCI.



                                      F-19
<PAGE>


                                 MEDIAWORX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 8 - MERGER (Continued)
---------------------------

Additionally,  ACLLC  purchased a  convertible  promissory  note held by Private
Investors  Equity,  LLC that was  originated  when SSCI  received  $500,000 from
Private  Investors  Equity,  LLC. In lieu of exercising the default  provisions,
ACLLC converted the Note and accrued interest into 27,216,650 SSCI common shares
and converted 250,000 Preferred C shares into shares with conversion rights of 1
to 40 into shares having  conversion and voting rights of 1 to 360. These shares
were partially  distributed to ACLLC and to the owners of ACLLC, Diamond Capital
LLC and Quest  Capital  Resources,  LLC.  As a result,  MWAC now has 49%  voting
control of SSCI and Diamond and Quest  respectively  each own 23% voting control
of SSCI.  Furthermore  as a result  of this  transaction,  MWAC  holds  the note
payable of $500,000 and accrued interest due to Private Investors Equity, LLC.

The following table  summarizes the estimated fair values of the assets acquired
and  liabilities  assumed  at the date of  acquisition.  The  allocation  of the
purchase price is subject to refinement when the valuation of certain intangible
assets are adjusted.

                                                                      2003
            Assets:
                Investment in SSCI                                 $ 1,191,333
                                                                ================

            Liabilities:
                Accrued expenses                                    $   46,333
                Long Term Debt                                         775,000
                                                                ----------------
                        Total Liabilities                              821,333
                                                                ----------------

            Equity:
                 Preferred Stock                                    $  350,000
                 Common Stock                                           20,000
                                                                ---------------
                        Total Equity                                   370,000
                                                                ===============

                         Total Liabilities and Equity              $ 1,191,333
                                                                ===============

The  results  of  operations  for MWAC have been  included  in the  consolidated
financial  statements since the inception of MWAC. The aggregate  purchase price
was  4,000,000  common  shares  valued  at par  value  (4,000,000  x $.005)  and
3,500,000  preferred shares valued at par value (3,500,000 x $.10).  Total value
of $370,000.

The  acquired  intangible  assets of  $1,199,333  was  assigned to research  and
development  assets  that  were  written  off  at the  date  of  acquisition  in
accordance with FASB interpretation No. 4, Applicability of FASB Statement No. 2
to Business Combinations  Accounted for by the Purchase Method. Those write-offs
are included in Other Expense - Write Down of Investment.



                                      F-20
<PAGE>



ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

This  quarterly  report  on Form  10-QSB  and the  information  incorporated  by
reference  herein  contain  "forward-looking  statements"  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities Exchange Act of 1934, as amended.  Such statements  include,  but are
not  limited  to,   declarations   regarding  the  intent,   belief  or  current
expectations of the Company and its management,  projected  sales,  gross margin
and net  income  figures,  the  availability  of  capital  resources,  and plans
concerning  products  and  market  acceptance.  Forward-looking  statements  are
inherently subject to risks and uncertainties, many of which cannot be predicted
with accuracy and some of which may not even be  anticipated.  Future events and
actual results,  financial and otherwise, could differ materially from those set
forth  in or  contemplated  by the  forward-looking  statements  herein  and any
forward looking statements should be considered accordingly.

The  following  discussion  should  be read in  conjunction  with the  Financial
Statements and notes thereto:

OVERVIEW

MediaWorx, Inc. is a media production and management agency. The Company manages
the  production of all of a Customer's  marketing and  communication  materials,
including printing,  packaging,  signage, direct mail, fulfillment,  promotional
specialties,   audio/video,  digital  asset  management,   multi-media  and  Web
publications.  The Company provides  consultative  input to insure that concepts
are turned into practical  solutions.  As a single source solution  partner,  we
simplify the process for our Customers and seek "best fit" solutions.  MediaWorx
is targeting  commercial and other  organizations with annual media expenditures
of $50,000 or more.

MediaWorx   recognizes  that  print  and  media  buying   encompasses  a  strong
relationship aspect between the provider and the Customer.  MediaWorx's business
model is built on providing the Company's sales representatives with the support
and  leverage  of  a  strong  customer  service  culture,   in-house   pre-press
capabilities,  e-business solutions,  and a base of production partners that can
fulfill  the  complexity  of  any  Customer  order.  The  Company  is a  virtual
printing/cross-media  publishing  company-  it neither  owns nor has its capital
tied up in  printing/multi-media  equipment  or  facilities  but  works  with an
established network of the most capable,  technologically  advanced printers and
production houses.  MediaWorx's  Customer's benefit by getting superior customer
service - an end-to-end,  single source  solution from design and pre-press,  to
production  by the most  cost-effective  and time  efficient  production  house,
through distribution and digital asset management.

The Company's business strategy is three-fold:

o    Concentrate on commercial  printing,  a $110 billion business in the United
     States.  This is still a highly  fragmented  industry with more than 58,000
     entities providing  printing  services.  MediaWorx has identified and works
     closely  with a network  of select  printers  with  specific  capabilities,
     equipment and technology that can be matched with specific printing jobs.



                                       21
<PAGE>


o    Hire high volume  Account  Representatives  and acquire  Print Brokers with
     existing "books" of business. Account Representatives/Brokers recognize the
     following  benefits of joining  MediaWorx:  increased sales productivity as
     the Company takes on the  administrative  and client  management  functions
     freeing them to sell more;  additional product offerings resulting from the
     expanded list of printers  available;  and additional  customer support and
     customer  continuity.  Most importantly  these benefits result in increased
     earning potential for the Account  Representatives/Brokers,  as well as the
     opportunity to participate in the upside growth of a public company.

o    Expand into other media. The processes from design through  fulfillment are
     similar for  electronic  media.  It is a relatively  simple  extension  for
     MediaWorx to offer other media products and services. Such services include
     the production of videos, CDs,  interactive CDs, web enabled  publications,
     e-newsletters,  and websites with such capabilities as electronic  shopping
     carts,  inventory control and other e-commerce  capabilities.  Furthermore,
     because we are maintaining  Customers' content across various media, we can
     provide a central  repository  or digital  asset  library,  thus  providing
     significant  benefits to Customers in the  management  and control of their
     intangible assets such as trademarks, logos, and service marks.


RESULTS OF OPERATIONS

THREE MONTHS ENDED  SEPTEMBER 30, 2004 COMPARED TO THREE MONTHS ENDED  SEPTEMBER
30, 2003

REVENUES AND COST OF REVENUES

The  Company had sales of  $666,711  in the third  quarter  compared to sales of
$69,415 for the same period in 2003.

Fifty percent of the third quarter  sales were  generated by the four  Company's
sales  representatives from 29 customers.  Twelve of these customers were new to
the Company. Of these new customers, we estimate that 60% fall within our target
customer segment, purchasing over $50,000 of printing and cross media products.

Fifty  percent  of revenue  was  accounted  for on a net basis.  This was income
generated by Sullivan Print Management, acting as an independent sales agent for
the Company. Sullivan Print Management's largest customer is America Online.

Cost of sales in the third quarter of 2004 was $251,290,  or 38% of sales.  This
compared  to cost of sales of  $52,276 or 75% for the same  period of 2003.  The
improvement is due to the fact that the revenue from Sullivan  Print  Management
was recorded on a net basis.



                                       22
<PAGE>


OPERATING EXPENSES

Operating  expenses for the three months ended  September 30, 2004 were $514,942
compared to $221,707 for the same period in 2003.

Third quarter 2004 operating  expenses included $289,189 for sales and marketing
expense, $21,751 for printing services (pre-press department),  and $204,002 for
general and administrative  costs.  Expenses  associated with the Sullivan Print
Management  contract  resulted in increased sales and marketing expense over the
previous  quarters.  General  and  administrative  expenses  included a one-time
charge of $11,544 for legal  expenses  associated  with the  negotiation  of the
Sullivan Print Management contract.

OTHER EXPENSES

Other expenses totaled  $650,860 in the third quarter.  This included $40,000 in
financing  fees,  associated  with  financing of the Sullivan  Print  Management
contract.

In the same period of 2003, other expenses were $1,214,936, including $1,190,583
write-down of investment associated with the Merger transaction.

NINE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2003

REVENUES AND COST OF REVENUES

Revenues for the nine months ending September 30, 2004 were $990,938 compared to
$69,415 of revenues in 2003.

Through the first six months of 2004,  we provided our services to 72 customers.
The  majority  of  customers  are  repeat  customers,  placing  multiple  orders
through-out  the  year,  depending  on  their  needs.  These  customers  are 56%
commercial,  28%  agencies,  and 16%  associations  / government  /  educational
institutions.  Approximately  70% of these customers are in our target category,
spending over $50,000 in printing and cross media products.

Cost of Revenues for the nine months  ending  September 30, 2004 was $502,705 or
51% of sales. Cost of revenues for the same period in 2003 was $52,276 or 75% of
sales.  The 24% point  improvement in cost of sales is largely  attributable  to
revenues being accounted for on a net basis for Sullivan Print Management.

OPERATING EXPENSES

Operating  expenses for the nine months ended September 30, 2004 were $1,240,922
compared to $270,797 for the same period in 2003.

In 2004,  operating  expenses included $591,190 for sales and marketing expense,
$66,589 for printing services (pre-press  department),  and $583,143 for general
and administrative costs. Sales and marketing expenses included one-time charges



                                       23
<PAGE>

totaling $95,000 associated with acquiring sales representatives and independent
sales agents.  General and  administrative  expenses  included  one-time charges
totaling $11,544 also associated with acquiring independent sales agents.

OTHER EXPENSES

In the nine months ending September 30, 2004,  other expenses totaled  $488,500.
Financing  fees were  $293,250,  including  $240,000  expense for a  convertible
debenture  associated  with the  Cornell  Capital  Equity  Line of  Credit  (see
Liquidity and Capital Resources). Interest expense was $195,250, including a one
time  charge  of  $126,000,  associated  with  the  restructure  of the  Private
Investors' Equity Debt (see Liquidity and Capital Resources).

In nine months ending September 30, 2003, other expense totaled  $294,056.  This
included  other income of $947,637 from the  settlement of the note payable with
SDA List Brokers,  Inc. previously  described.  This was more than offset by the
write-down of investment of $1,190,583  associated  with the merger  transaction
described in Note 8 of the Financial Statements.


LIQUIDITY AND CAPITAL RESOURCES

The Company will require additional capital to continue operations.  There is no
assurance that capital will be available. In order to continue to facilitate the
Company's  capital  requirements,  the Company  borrowed  $100,000  from current
shareholders.

The  Company  engaged an  offshore  licensed  brokerage  firm to raise on a best
efforts basis from $1.5 million to $3.0 million,  depending on market price, for
11,000,000  of the  Company's  common  stock.  In the first nine  months  ending
September  30, 2004,  the Company  completed a placement of 1,870,088  shares of
common stock with investors located outside of the United States in exchange for
$525,320.  The shares were offered  pursuant to an exemption  from  registration
afforded by Regulation S to the Securities Act of 1933.  Shares sold pursuant to
Regulation S are deemed  restricted  and may not be sold to any U.S.  Person (as
that term is defined in the  Regulation)  for a period of one (1) year from date
of sale. Thereafter, the shares will be subject to the restrictions of Rule 144.

In February 2004, the Company entered into an equity line of credit with Cornell
Capital Partners,  L.P. Pursuant to the equity line of credit,  the Company may,
at it's  discretion,  periodically  sell to Cornell  Capital  Partners shares of
common stock for a total purchase  price of up to $5,000,000.  For each share of
common stock purchased under the equity line of credit, Cornell Capital Partners
will pay 95% of the bid price on the  Over-the-Counter  Bulletin  Board or other
principal  market  on which  our  common  stock  is  traded  for the  five  days
immediately  following the notice date.  The bid price is defined as the closing
bid price,  as reported by Bloomberg  L.P., of the common stock on the principal
market or if the common stock is not traded on a principal  market,  the highest
reported  bid price as  furnished  by the  National  Association  of  Securities
Dealers,  Inc. Cornell Capital Partners is a private limited  partnership  whose
business  operations  are  conducted  through  its  general  partner,  Yorkville
Advisors,  LLC. The Company also gave Cornell  Capital  Partners a  compensation
debenture in the amount of $240,000 upon execution of the equity line of credit.
Further, the Company has agreed to pay Cornell Capital Partners,  L.P. 5% of the
proceeds  that we receive  under the Equity  Line of Credit.  In  addition,  the



                                       24
<PAGE>

Company engaged Newbridge Securities Corporation, a registered broker-dealer, to
advise  the  Company in  connection  with the  equity  line of  credit.  For its
services,  Newbridge Securities  Corporation received 4,762 shares of our common
stock.

The Note Payable to Private  Investors'  Equity,  LLC, was restructured with the
interest  payments for the months August 2003 through  August 2004  capitalized.
The new principal  balance is $595,823.  Private  Investor's  Equity was granted
200,000 warrants in consideration for this restructuring.

In May 2004, the Company entered into an agreement with Mercantile  Capital,  LP
for a $500,000 line of credit  secured by the Company's  receivables.  Under the
terms of the  agreement,  Mercantile  advances the Company  eighty  percent of a
Customer  invoice.  The remaining 20% is held in reserve until the receivable is
collected.  As of September 30, 2004, accounts receivable  (including  factoring
receivables) were 424,707,  an increase of $389,194 since December 31, 2003. The
factoring line payable was $204,825.

In July 2004,  the Company  placed  850,000  newly issued  common  shares into a
guaranteed  investment  for a five year  term.  The  Company  expects to receive
income from its investment in the 4th quarter of 2004, and annually  thereafter.
The stock is guaranteed to be returned at the end of the investment period.

In September  2004, the Company  signed an agreement  with a private  investment
company  for  the  purchase  by  the  investment  company  of  $5.2  million  of
MediaWorx's common shares in exchange for shares of the investment company.  The
investment company is a newly formed  London-based  company that has applied for
its  shares to be  admitted  to  trading  on the  London  stock  exchange  as an
investment  trust. The investment  company has been established  specifically to
invest in US micro cap companies with long term growth potential. The investment
company expects its shares to be trading on the London Stock Exchange in the 4th
quarter of 2004. The Company issued  3,054,295  common shares in connection with
this agreement.


INFLATION AND REGULATION

The Company's operations have not been, and in the near term are not expected to
be, materially  affected by inflation or changing prices. The Company encounters
competition  from a variety of firms  offering  similar  products  in its market
area. Many of these firms have long-standing customer relationships and are well
staffed and well financed. The Company believes that competition in the industry
is based on competitive pricing, although the ability,  reputation and technical
support of a concern is also significant.  The Company does not believe that any
recently enacted or presently pending proposed  legislation will have a material
adverse effect on its results of operations.





                                       25
<PAGE>



                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

From time to time, the Company may become involved in various lawsuits and legal
proceedings which arise in the ordinary course of business.  However, litigation
is subject to inherent  uncertainties,  and an adverse  result in these or other
matters may arise from time to time that may harm our  business.  Currently  the
Company is not aware of any such  legal  proceedings  or claims  that we believe
will have,  individually or in the aggregate,  a material  adverse affect on the
business, financial condition or operating results.

ITEM 2.  CHANGES IN SECURITIES

During the third quarter, the Company completed a placement of 768,733 shares of
common stock with investors located outside of the United States in exchange for
$156,312.  For the first nine months  ending  September  30,  2004,  the Company
completed a placement of 1,870,088  shares in exchange for $525,320.  The shares
were offered pursuant to an exemption from registration afforded by Regulation S
to the Securities  Act of 1933.  Shares sold pursuant to Regulation S are deemed
restricted  and may not be sold to any U.S.  Person  (as that term is defined in
the Regulation) for a period of one (1) year from date of sale. Thereafter,  the
shares will be subject to the restrictions of Rule 144.

On July 1,  2004  the  Company  issued  850,000  shares  in  connection  with an
investment contract.

On September 10, 2004, the Company issued  3,054,295 common shares in connection
with a financing agreement.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5.  OTHER INFORMATION

None.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

Exhibit 31.1   Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
               of 2002.
Exhibit 32.1   Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
               of 2002.
Form 8-K :        None



                                       26
<PAGE>






                                   SIGNATURES
In accordance with the  requirements of the Exchange Act, the caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

                                 MEDIAWORX, INC.
                                  (Registrant)

DATE:                                By: /s/ LINDA A. BROENNIMAN
                                         ---------------------------------------
November  18, 2004                   Linda A. Broenniman
                                     Chief Executive Officer and Director
                                     (Principal Executive and Financial Officer)
























                                       27
<PAGE>







                                  EXHIBIT 31.1

                           SECTION 302 CERTIFICATIONS

I, Linda Broenniman, certify that:

         1. I have reviewed this  quarterly  report on form 10-QSB of MediaWorx,
Inc.;

         2. Based on my knowledge,  this  quarterly  report does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the as of, and for,
the periods presented in this report;

         4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
exchange act rules 13a-14 and 15d-14 for the and have:

        a) designed  such  disclosure  controls  and  procedures  to ensure that
        material   information   relating  to  the  Registrant,   including  its
        consolidated  subsidiaries,  is made known to us by others  within those
        entities,  particularly  during the period in which this report is being
        prepared;

        b) evaluated the effectiveness of the Registrant's  disclosure  controls
        and  procedures  as of a date within 90 days prior to the filing date of
        this quarterly report (the "Evaluation Date"); and

        c)  presented  in  this  quarterly  report  our  conclusions  about  the
        effectiveness  of the disclosure  controls and  procedures  based on our
        evaluation as of the Evaluation Date;

         5. The  Registrant's  other  certifying  officers and I have disclosed,
based on our most recent evaluation,  to the Registrant's auditors and the audit
committee  of  Registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

        a) all  significant  deficiencies in the design or operation of internal
        control which could adversely affect the Registrant's ability to record,
        process, summarize and report financial data and have identified for the
        's auditors any material weaknesses in internal controls; and

        b) any fraud, whether or not material, that involves management or other
        employees who have a significant role in the 's internal controls.


<PAGE>



         6. The Registrant's  other certifying  officers and I have indicated in
this quarterly report whether or not there were significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of my most recent  evaluation,  including any  corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November  19, 2004

/s/    Linda Broenniman
-------------------------------------------
Linda Broenniman
Chief Executive Officer and Director
(Principal Executive and Financial Officer)













<PAGE>




                                  EXHIBIT 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



         In  connection  with the Quarterly  Report of  MediaWorx,  Inc. on Form
10-QSB for the period  ending June 30, 2004,  as filed with the  Securities  and
Exchange  Commission  on the date hereof (the  "Report"),  I, Linda  Broenniman,
Chief Executive Officer of the Company,  certify,  pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of my knowledge and belief:

         (1)      the Report fully  complies  with the  requirements  of Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2)      the information  contained in the Report fairly  presents,  in
                  all material respects,  the financial  condition and result of
                  operations of the Company.


/s/  Linda Broenniman
-------------------------------------------
Linda Broenniman
Chief Executive Officer and Director
(Principal Executive and Financial Officer)


November 19, 2004


A signed  original of this written  statement  required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the  electronic  version of this written  statement
has been  provided  to the  Company  and will be  retained  by the  Company  and
furnished to the Securities and Exchange Commission or its staff upon request.